Filed
Pursuant to Rule 424(b)(5)
Registration
Statement No. 333-281253
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 5,
2024)
$1,500,000,000
Common Stock
WEC
Energy Group, Inc. may offer and sell shares of its common stock, having an aggregate offering price of up to $1,500,000,000, from
time to time through the sales agents named below under an equity distribution agreement. The equity distribution agreement provides that,
in addition to the issuance and sale of shares of our common stock through the sales agents acting as sales agents or directly to the
sales agents acting as principals, we also may enter into forward sale agreements under separate forward sale confirmations between us
and any sales agent or its affiliate. These entities, when acting in such capacity, are referred to herein as “forward purchasers.”
In connection with each forward sale agreement, the relevant forward purchaser (or its affiliate) will, at our request, attempt to borrow
from third parties and, through the relevant sales agent, sell a number of shares of our common stock equal to the number of shares that
underlie the forward sale agreement to hedge the forward sale agreement. Each of the sales agents, when acting as the agent for a forward
purchaser, is referred to herein as a “forward seller.”
We
will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to receive
proceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevant
forward purchaser on dates specified by us on or prior to the maturity date of the relevant forward sale agreement. We expect to receive
aggregate cash proceeds equal to the product of the initial forward sale price under such forward sale agreement and the number of shares
of our common stock underlying such forward sale agreement, subject to the price adjustment and other provisions of such forward sale
agreement. If we elect to cash settle or net share settle a forward sale agreement, we may not (in the case of cash settlement) or will
not (in the case of net share settlement) receive any proceeds, and we may owe cash (in the case of cash settlement) or shares of our
common stock (in the case of net share settlement) to the relevant forward purchaser.
The
shares of our common stock offered hereby may be offered and sold in “at the market” offerings, including on the New York
Stock Exchange or otherwise, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated
prices or by any other methods permitted by applicable law as agreed between the Company and the sales agents or forward sellers, as the
case may be. We will pay each of the sales agents a commission not to exceed 1.00% of the sales price per share of shares sold through
it as agent under the equity distribution agreement. The net proceeds that we will receive from such sales will be the gross proceeds
from such sales less the commissions and any other costs that we may incur in issuing the shares. See “Use of Proceeds” in
this prospectus supplement for further information. In connection with each forward sale agreement, the relevant forward seller will receive,
reflected in a reduced initial forward sale price payable by the relevant forward purchaser under its forward sale agreement, a commission
of up to 1.00% of the volume weighted average of the sales prices of all borrowed shares of our common stock sold during the applicable
period by it as a forward seller. The shares of our common stock will be sold through only one sales agent or one forward seller, as the
case may be, on any given day. See “Plan of Distribution” in this prospectus supplement for further information.
Our
common stock is listed and traded on the New York Stock Exchange under the symbol “WEC”. The last reported sale price of our
common stock on the New York Stock Exchange on August 5, 2024 was $88.19 per share.
Investing
in our common stock involves certain risks. See “Risk Factors” on page S-5 of this prospectus supplement.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
| Barclays |
BofA Securities |
J.P. Morgan |
KeyBanc Capital Markets |
| |
| Mizuho |
MUFG |
RBC Capital Markets |
Wells Fargo Securities |
August 6, 2024
You should rely only
on the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus. We have not, and
the sales agents, forward purchasers and forward sellers have not, authorized anyone to provide you with different information. Neither
we nor the sales agents, forward purchasers or forward sellers are making an offer of these securities in any jurisdiction where the offer
is not permitted. You should assume that the information contained in this prospectus supplement and the accompanying prospectus or the
documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations
and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
|
SUMMARY
In this prospectus supplement, unless
the context requires otherwise, “WEC Energy Group,” “we,” “us” and “our” refer to WEC
Energy Group, Inc., a Wisconsin corporation, and not to the sales agents, forward purchasers and forward sellers.
The information below is only a summary
of more detailed information included elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus.
This summary may not contain all of the information that is important to you or that you should consider before buying securities in this
offering. Please read this entire prospectus supplement and the accompanying prospectus, as well as the information incorporated herein
and therein by reference, carefully.
WEC Energy Group, Inc.
WEC Energy Group, Inc. was incorporated
in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29, 2015, we acquired 100% of the outstanding
common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our wholly owned subsidiaries are primarily
engaged in the business of providing regulated electricity service in Wisconsin and Michigan and regulated natural gas service in Wisconsin, Illinois,
Michigan and Minnesota. In addition, we have an approximately 60% equity interest in American Transmission Company LLC (“ATC”),
a regulated electric transmission company. Through our subsidiaries, we also own majority interests in a number of renewable generating
facilities as part of our non-utility energy infrastructure business. At June 30, 2024, we conducted our operations in the six reportable
segments discussed below.
Wisconsin Segment: The
Wisconsin segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”), Wisconsin Gas
LLC (“WG”), Wisconsin Public Service Corporation (“WPS”), and Upper Michigan Energy Resources Corporation (“UMERC”).
At June 30, 2024, these companies served approximately 1.7 million electric customers and 1.5 million natural gas customers.
Illinois Segment: The
Illinois segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”) and North Shore Gas
Company, which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago, respectively. At June 30,
2024, these companies served approximately 1.1 million natural gas customers. PGL also owns and operates a 38.8 billion cubic feet natural
gas storage field in central Illinois.
Other States Segment: The
other states segment includes the natural gas operations of Minnesota Energy Resources Corporation, which serves customers in various
cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation (“MGU”), which serves customers in southern
and western Michigan. These companies served approximately 0.4 million natural gas customers at June 30, 2024.
Electric Transmission Segment:
The electric transmission segment includes our approximately 60% ownership interest in ATC, which owns, maintains, monitors, and
operates electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota, and our approximately 75% ownership
interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects outside of ATC’s traditional footprint.
Non-Utility Energy Infrastructure
Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC (“We Power”), which
owns and leases electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC (“Bluewater”), which owns underground
natural gas storage facilities in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). WECI has acquired or agreed
to acquire majority interests in eight wind parks and three solar projects, capable of providing more than 2,300 megawatts of renewable
energy. Together, these projects represent approximately $3.5 billion of committed investments and have long-term agreements with unaffiliated
third parties. WECI’s investment in all of these projects either qualifies, or is expected to qualify, for production tax credits.
|
Corporate and Other Segment: The
corporate and other segment includes the operations of the WEC Energy Group holding company, the Integrys Holding, Inc. (“Integrys
Holding”) holding company, the Peoples Energy, LLC holding company, Wispark LLC (“Wispark”), and WEC Business Services
LLC (WBS”). Wispark develops and invests in real estate, primarily in southeastern Wisconsin. WBS is a wholly owned centralized
service company that provides administrative and general support services to our regulated entities. WBS also provides certain administrative
and support services to our nonregulated entities. This segment also includes Wisvest LLC, Wisconsin Energy Capital Corporation, and WPS
Power Development LLC, which no longer have significant operations.
For a further description of our business
and our corporate strategy, see our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the other documents
incorporated by reference.
Our principal executive offices are
located at 231 West Michigan Street, Milwaukee, Wisconsin 53201. Our telephone number is (414) 221-2345. |
|
The Offering
|
| Issuer |
WEC Energy Group, Inc. |
| |
|
| Securities Offered |
Shares of our common stock, par value $0.01 per share, having
aggregate sales proceeds of up to $1,500,000,000. |
| |
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| Use of Proceeds |
We plan to use the net proceeds from this offering to repay short-term debt and for other general corporate purposes. See “Use of Proceeds.” |
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| Dividend Policy |
We historically have paid quarterly dividends on our common stock. We review our dividend policy on a regular basis. Subject to any regulatory restrictions or other limitations on the payment of dividends, future dividends will be at the discretion of our board of directors and will depend upon, among other factors, earnings, financial condition and other requirements. |
| |
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| Listing |
Our common stock is listed on the New York Stock Exchange under the symbol “WEC”. |
| |
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| Accounting Treatment |
Before any issuance of shares of our common stock upon settlement of
any forward sale agreement, we expect that the shares issuable upon settlement of such forward sale agreement will be reflected in our
diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of our common stock used
in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares that would be issued
upon full physical settlement of such forward sale agreement over the number of shares that could be purchased by us in the market (based
on the average market price of our common stock during the applicable reporting period) using the proceeds receivable upon full physical
settlement (based on the adjusted forward sale price at the end of the applicable reporting period).
Consequently, we anticipate there will be no dilutive effect on our
earnings per share except during periods when the average market price of shares of our common stock is above the applicable adjusted
forward sale price subject to increase or decrease based on the overnight bank funding rate, less a spread, and subject to decrease by
amounts related to expected dividends on shares of our common stock during the term of the relevant forward sale agreement. However, if
we decide to physically settle or net share settle any forward sale agreement, delivery of shares of our common stock to the relevant
forward purchaser on the physical settlement or net share settlement of the forward sale agreement would result in dilution to our earnings
per share. |
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|
Risk Factors |
Investing in our common stock involves risk, and prospective
investors should consider the risks and uncertainties described under the caption “Risk Factors” beginning on page S-5
of this prospectus supplement and in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this prospectus supplement and the accompanying prospectus. |
RISK FACTORS
Investing in our common
stock involves risk. In addition to the risks and uncertainties described below, please see the risk factors under the heading “Risk
Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated
by reference in this prospectus supplement and the accompanying prospectus. Before making an investment decision, you should carefully
consider these risks as well as other information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus.
Risks Relating to our Common Stock
The price of our common stock may fluctuate
significantly, which could negatively affect us and holders of our common stock.
The market price of our common stock may fluctuate
significantly from time to time as a result of many factors, including:
| · | investors’ perceptions of our prospects; |
| · | investors’ perceptions of us and/or the industry’s risk and return characteristics relative to other investment alternatives; |
| · | investors’ reactions to the press releases, other public announcements and filings with the SEC of WEC Energy Group and its
subsidiaries; |
| · | investors’ perceptions of the prospects of the energy and commodities markets; |
| · | differences between actual financial and operating results and those expected by investors and analysts; |
| · | changes in analyst reports, recommendations or earnings estimates regarding WEC Energy Group, other comparable companies or the industry
generally, and our ability to meet those estimates; |
| · | actual or anticipated fluctuations in quarterly financial and operating results; |
| · | changes in interest rates and/or the rate of inflation; |
| · | new laws or regulations or new interpretations of existing laws or regulations; |
| · | volatility in the equity securities market; and |
| · | sales, or anticipated sales, of our common stock, including sales pursuant to the equity distribution agreement, or sales of securities
that are convertible into or exchangeable for our common stock. |
Shares of our common stock are reserved for
issuance upon conversion of our outstanding 4.375% Convertible Senior Notes due 2027 and our 4.375% Convertible Senior Notes due 2029
(together, the “Convertible Notes”).
The conversion of some or all of the Convertible
Notes could dilute the ownership interests of existing shareholders, unless we satisfy any such conversions solely with cash, and conversions
of the Convertible Notes into shares of our common stock, or the perception that such conversions may occur, could adversely affect the
trading price of our common stock.
Settlement provisions contained in a forward
sale agreement could result in substantial dilution to our earnings per share or result in substantial cash payment obligations.
A forward purchaser will have the right to accelerate
a forward sale agreement that it enters into with us and require us to physically settle such forward sale agreement (with respect to
all or any portion of the transaction under such forward sale agreement that such forward purchaser determines is affected by the applicable
event described below) on a date specified by such forward purchaser if:
| · | in such forward purchaser’s commercially reasonable judgment, it or its affiliate is unable to hedge its exposure under such
forward sale agreement because (x) insufficient shares of our common stock have been made available for borrowing by securities lenders
or (y) the forward purchaser or its affiliate would incur a stock borrowing cost in excess of a specified threshold; |
| · | we declare any dividend, issue or distribution on shares of our common stock |
| o | payable in cash in excess of specified amounts, |
| o | that constitutes an extraordinary dividend under the forward sale agreement, |
| o | payable in securities of another company as a result of a spinoff or similar transaction, or |
| o | of any other type of securities (other than our common stock), rights, warrants or other assets for payment (cash or other consideration)
at less than the prevailing market price; |
| · | certain ownership thresholds applicable to such forward purchaser and its affiliates are exceeded; |
| · | an event is announced that if consummated would result in a specified extraordinary event (including certain mergers or tender offers,
as well as certain events involving our nationalization, a delisting of our common stock or change in law); or |
| · | certain other events of default or termination events occur, including, among others, any material misrepresentation made in connection
with such forward sale agreement or our insolvency (each as more fully described in each forward sale agreement). |
A forward purchaser’s decision to exercise
its right to accelerate the settlement of a particular forward sale agreement will be made irrespective of our interests, including our
need for capital. In such cases, we could be required to issue and deliver shares of our common stock under the physical settlement provisions
of that particular forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share.
We expect that settlement of any forward sale agreement
will generally occur no later than the date specified in the particular forward sale agreement. However, any forward sale agreement may
be settled earlier than that specified date in whole or in part at our option. We expect that each forward sale agreement will be physically
settled by delivery of shares of our common stock, unless we elect to cash settle or net share settle a particular forward sale agreement.
Upon physical settlement or, if we so elect, net share settlement of a particular forward sale agreement, delivery of shares of our common
stock in connection with such physical settlement or (to the extent we are obligated to deliver shares of our common stock) net share
settlement will result in dilution to our earnings per share.
In connection with any cash settlement or net share
settlement, we would expect the relevant forward purchaser or its affiliate to purchase shares of our common stock in secondary market
transactions over an unwind period for delivery to third-party stock lenders to close out its, or its affiliate’s, hedge position
in respect of that particular forward sale agreement (after taking into consideration any shares of our common stock to be delivered by
us to such forward purchaser, in the case of net share settlement) and, if applicable, in the case of net share settlement, to deliver
shares of our common stock to us to the extent required in settlement of such forward sale agreement. The purchase of shares of our common
stock in connection with the relevant forward purchaser or its affiliate unwinding its hedge positions could cause the price of our common
stock to increase (or prevent a decrease), thereby increasing the amount of cash we would owe to the relevant forward purchaser (or decreasing
the amount of cash that the relevant forward purchaser would owe to us) upon cash settlement or increasing the number of shares that we
are obligated to deliver to the relevant forward purchaser (or decreasing the number of shares that the relevant forward purchaser is
obligated to deliver to us) upon net share settlement of the particular forward sale agreement.
The forward sale price that we expect to receive
upon physical settlement of a particular forward sale agreement will be subject to adjustment on a daily basis based on a floating interest
rate factor equal to the overnight bank funding rate less a spread and will be decreased based on amounts related to expected dividends
on our common stock during the term of the particular forward sale agreement. If the overnight bank funding rate is less than the spread
for a particular forward sale agreement on any day, the interest factor will result in a reduction of the applicable forward sale price
for such day. If the volume-weighted average price at which the relevant forward purchaser (or its affiliate) purchases shares during
the applicable unwind period under a forward sale agreement is above the relevant forward sale price, in the case of cash settlement,
we would pay the relevant forward purchaser under such forward sale agreement an amount in cash equal to the difference or, in the case
of net share settlement, we would deliver to such forward purchaser a number of shares of our common stock having a value equal to the
difference. Thus, we could be responsible for a potentially substantial cash payment in the case of cash settlement of a particular forward
sale agreement. See “Plan of Distribution (Conflicts of Interest)-Sales Through Forward Sellers” in this prospectus supplement
for information on the forward sale agreements.
In case of WEC Energy Group’s bankruptcy
or insolvency, any forward sale agreement will automatically terminate, and we would not receive the expected proceeds from any forward
sales of our common stock.
If we or a regulatory authority with jurisdiction
over us institutes, or we consent to, a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy
or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents
a petition for our winding-up or liquidation, or we consent to such a petition, any forward sale agreement that is then in effect will
automatically terminate. If any such forward sale agreement so terminates under these circumstances, we would not be obligated to deliver
to the relevant forward purchaser any of our common stock not previously delivered, and the relevant forward purchaser would be discharged
from its obligation to pay the applicable forward sale price per share in respect of any of the shares of our common stock not previously
settled under the applicable forward sale agreement. Therefore, to the extent that there are any shares of our common stock with respect
to which any forward sale agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings,
we would not receive the relevant forward sale price per share in respect of those shares.
FORWARD-LOOKING STATEMENTS
AND CAUTIONARY FACTORS
We have included or may
include statements in this prospectus supplement and the accompanying prospectus (including documents incorporated by reference) that
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Any statements that
express, or involve discussions as to, expectations, beliefs, plans, objectives, goals, strategies, assumptions or future events or performance
may be forward-looking statements. Also, forward-looking statements may be identified by reference to a future period or periods or by
the use of forward-looking terminology such as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “forecasts,” “goals,” “guidance,” “intends,” “may,”
“objectives,” “plans,” “possible,” “potential,” “projects,” “seeks,”
“should,” “targets,” “will” or similar terms or variations of these terms.
We caution you that
any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to differ materially from the future results, performance or achievements
we have anticipated in the forward-looking statements.
In addition to the assumptions
and other factors referred to specifically in connection with those statements, factors that could cause our actual results, performance
or achievements to differ materially from those contemplated in the forward-looking statements include factors we have described under
the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, and under the caption “Factors Affecting Results, Liquidity, and Capital Resources” in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, or under similar captions in the other documents we have incorporated by reference. Any forward-looking statement speaks only as
of the date on which that statement is made, and, except as required by applicable law, we do not undertake any obligation to update any
forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which that statement is
made.
USE OF PROCEEDS
We intend to use the net proceeds from the sale
of our common stock to repay short-term debt and for other general corporate purposes. At July 31, 2024, we had no outstanding short-term
debt. Pending disposition, we may temporarily invest the net proceeds of the offering not required immediately for the intended purposes
in U.S. governmental securities and other high quality U.S. securities or interest bearing deposit accounts.
We will not initially receive any proceeds from
the sale of borrowed shares of our common stock by the forward sellers, as agents for the forward purchasers, in connection with any forward
sale agreement as a hedge of the forward sale agreement. In the event of full physical settlement of a forward sale agreement, which we
expect to occur on or prior to the maturity date of such forward sale agreement, we expect to receive aggregate cash proceeds equal to
the product of the initial forward sale price under such forward sale agreement and the number of shares of our common stock underlying
such forward sale agreement, subject to the price adjustment and other provisions of the forward sale agreement. We intend to use any
cash proceeds that we receive upon physical settlement of any forward sale agreement, if physical settlement applies, or upon cash settlement
of any forward sale agreement, if we elect cash settlement, for the purposes provided in the immediately preceding paragraph. If, however,
we elect to cash settle or net share settle any forward sale agreement, we would expect to receive an amount of proceeds that is significantly
lower than the product set forth in the second preceding sentence (in the case of any cash settlement) or will not receive any proceeds
(in the case of any net share settlement), and we may owe cash (in the case of any cash settlement) or shares of our common stock (in
the case of any net share settlement) to the forward purchaser.
DESCRIPTION OF CAPITAL
STOCK
As of June 30, 2024, our authorized capital
stock consisted of:
| · | 650,000,000 shares of common stock, par value $0.01 per share; and |
| · | 15,000,000 shares of preferred stock, par value $0.01 per share. |
As of June 30, 2024,
there were 316,079,401 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
The following description
of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our
Restated Articles of Incorporation, as amended (“Articles of Incorporation”), and Bylaws, as amended (“Bylaws”),
each of which is included as an exhibit to the registration statement of which this prospectus supplement forms a part. We encourage you
to read our Articles of Incorporation, our Bylaws and the applicable provisions of the Wisconsin Business Corporation Law (“WBCL”)
for additional information.
Voting Rights.
Each holder of common stock is entitled to one vote per share on each matter submitted to a vote at a meeting of stockholders, subject
to any class or series voting rights of holders of any preferred stock. The holders of common stock are not entitled to cumulate votes
for the election of directors.
Dividends.
The holders of common stock are entitled to receive such dividends as the Board of Directors (the “Board”) may from time to
time declare, subject to any rights of holders of preferred stock, if any is issued. Our ability to pay dividends primarily depends on
the availability of funds received from our utility subsidiaries and our non-utility subsidiaries. Various financing arrangements and
regulatory requirements impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends,
loans, or advances. All of our utility subsidiaries, with the exception of UMERC and MGU, are prohibited from loaning funds to us, either
directly or indirectly.
Liquidation Rights.
In the event of any liquidation, dissolution or winding-up of WEC Energy Group, the holders of common stock, subject to any rights of
the holders of any preferred stock, will be entitled to receive the remainder, if any, of our assets after the discharge of our liabilities.
Preemptive Rights.
Holders of common stock are not entitled to preemptive rights to subscribe for or purchase any part of any new or additional issue of
stock or securities convertible into stock.
Transfer Agent and
Registrar. Computershare, Inc. serves as transfer agent and registrar for our common stock.
Listing. Our
common stock is traded on the New York Stock Exchange under the trading symbol “WEC.”
Preferred Stock
Under the Articles of
Incorporation, our Board is authorized to divide the preferred stock into series, to issue shares of any series and, within the limitations
set forth in the Articles of Incorporation or prescribed by law, to fix and determine the relative rights and preferences of the shares
of any series so established, including the dividend rate, redemption price and terms, amount payable upon liquidation, and any sinking
fund provisions, conversion privileges and voting rights.
Certain Anti-Takeover Provisions in our Articles of Incorporation
and Bylaws
The Articles of Incorporation and Bylaws contain
provisions which may have the effect of discouraging persons from acquiring large blocks of WEC Energy Group stock or delaying or preventing
a change in control of WEC Energy Group. The material provisions which may have such an effect are:
| · | an anti-greenmail provision prohibiting the purchase of shares of common stock at a market premium from any person whom the Board
believes to be a beneficial owner of more than 5% of the outstanding shares of common stock unless such holder owned the shares for at
least two years, the purchase was approved by a majority of the combined voting power of the stockholders, or the purchase is pursuant
to a tender offer to all holders of common stock on the same terms; |
| · | a provision permitting removal of a director without cause only by at least an 80% stockholder vote; |
| · | authorization for the Board, subject to any required regulatory approval, to issue preferred stock in series and to fix rights and
preferences of the series, including, among other things, whether, and to what extent, the shares of any series will have voting rights
and the extent of the preferences of the shares of any series with respect to dividends and other matters; |
| · | advance notice procedures with respect to stockholder nominations of directors or stockholder proposals at a meeting of stockholders;
and |
| · | provisions permitting amendment of some of these and related provisions only by at least an 80% stockholder vote at a meeting. |
Anti-Takeover Effects of Wisconsin Law
Wisconsin law, under which we are incorporated,
contains certain provisions that may have antitakeover effects, The description set forth below is intended as a summary only. For complete
information you should review the applicable provisions of the WBCL and Section 196.795 of the Wisconsin Statutes, Wisconsin’s
public utility holding company law (“Wisconsin Public Utility Holding Company Law”).
Control Share Acquisitions. Wisconsin
law provides that, unless a corporation’s articles of incorporation provide otherwise, or otherwise specified by the board of directors,
the voting power of shares of a “resident domestic corporation” such as WEC Energy Group held by any person (including two
or more persons acting as a group) in excess of 20% of the voting power in the election of directors is limited (in voting on any matter)
to 10% of the full voting power of those shares. This restriction does not apply to shares acquired directly from a resident domestic
corporation, or in certain specified transactions, or incident to a transaction in which stockholders have approved restoration of the
full voting power of the otherwise restricted shares. WEC Energy Group has opted out of this statutory provision in its Articles of Incorporation.
Anti-Greenmail Provisions. Wisconsin
law restricts the ability of certain publicly held corporations, such as WEC Energy Group, to repurchase voting shares at above market
value from certain large stockholders, absent approval from the stockholders as a whole, unless an identical or better offer to purchase
is made to all owners of voting shares and securities which may be converted into voting shares. These provisions apply during a takeover
offer to purchases of more than 5% of the corporation’s shares from a person or group that holds more than 3% of the corporation’s
voting shares and has held the shares for less than two years.
Wisconsin law also provides that stockholder approval
is required for the corporation during a takeover offer to sell or option assets of the corporation which amount to at least 10% of the
market value of the corporation, unless the corporation has at least three independent directors (directors who are not officers or employees)
and a majority of the independent directors vote not to have this provision apply to the corporation.
The Articles of Incorporation require an 80% stockholder
vote for any amendment to the Articles of Incorporation that would have the effect of opting out of the anti-greenmail provision.
Fair Price Provisions. Wisconsin
law provides that in addition to any approval otherwise required, certain mergers, share exchanges or sales, leases, exchanges or other
dispositions involving a resident domestic corporation, such as WEC Energy Group, and any “significant shareholder” are subject
to a super-majority vote of stockholders unless certain fair price standards have been met. For this purpose a “significant shareholder”
is defined as either a 10% stockholder or an affiliate of the resident domestic corporation who was a 10% stockholder at any time within
the preceding two years. The super-majority vote that is required by the statute consists of:
| · | approval of 80% of the total voting power of the corporation, and |
| · | approval of at least 66 2/3% of the voting power not beneficially owned by the significant shareholder or its affiliates or associates. |
However, a supermajority vote is not required if the following “fair
price” standards are satisfied:
| · | the consideration is in cash or in the form of consideration used to acquire the greatest number of shares, and |
| · | the amount of the consideration equals the greater of: |
| o | the highest price paid by the significant shareholder within the prior two-year period; |
| o | in the case of a tender offer, the market value of the shares on the date the significant shareholder commences the tender offer;
or |
| o | the highest liquidation or dissolution distribution to which the stockholders would be entitled. |
The Articles of Incorporation require an 80% stockholder
vote for any amendment to the Articles of Incorporation that would have the effect of opting out of the fair price provisions.
Business Combination Provisions.
Wisconsin law restricts resident domestic corporations, such as WEC Energy Group, from engaging in specified business combinations involving
an “interested stockholder” or an affiliate or associate of an interested stockholder. For this purpose an “interested
stockholder” is a stockholder who beneficially owns at least 10% of the voting power of the outstanding stock of the resident domestic
corporation, or is an affiliate or associate of the resident domestic corporation and beneficially owned at least 10% of the voting power
of the then outstanding stock within the preceding three years. The specified business combinations include:
| · | a merger or interest exchange; |
| · | a sale or other disposition of assets having a market value equal to at least 5% of the market value of the assets or outstanding
stock of the corporation or representing at least 10% of its earning power or income; |
| · | the issuance or transfer of stock or rights to purchase stock with a market value equal to at least 5% of the outstanding stock; |
| · | the adoption of a plan or proposal for liquidation or dissolution; |
| · | receipt by the interested stockholder or the interested stockholder’s affiliates or associates of a disproportionate direct
or indirect benefit of a loan or other financial benefit provided by or through the resident domestic corporation or its subsidiaries;
or |
| · | certain other transactions that have the direct or indirect effect of materially increasing the proportionate share of voting stock
beneficially owned by the interested stockholder or the interested stockholder’s affiliates or associates. |
For a period of three years following the date that the interested
stockholder becomes an interested stockholder, the resident domestic corporation is prohibited from engaging in any of the specified transactions
with the interested stockholder unless the specified transaction or the purchase of stock by the interested stockholder that made the
stockholder an interested stockholder is approved by the board of directors of the resident domestic corporation before the share acquisition
date. Following the three year period, a specified transaction is permitted only if:
| · | the acquisition of shares by the interested stockholder was approved by the board of directors of the resident domestic corporation
before the share acquisition date; |
| · | the specified transaction is approved by a majority of the voting stock of the resident domestic corporation that is not owned by
the interested stockholder; or |
| · | the consideration to be received by the corporation's stockholders satisfies the “fair price” provisions of the statute
as to form and amount. |
Wisconsin Public Utility Holding Company
Provisions. The Wisconsin Public Utility Holding Company Law provides that no person may take, hold or acquire, directly or indirectly,
more than 10% of the outstanding voting securities of a public utility holding company, with the unconditional power to vote those securities,
unless the PSCW has determined that the acquisition is in the best interests of utility consumers, investors and the public. Persons acquiring
10% or more of the voting securities of WEC Energy Group are subject to the provisions of the statute.
PLAN OF DISTRIBUTION
(CONFLICTS OF INTEREST)
We have entered into an
equity distribution agreement with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets
Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as sales agents,
Barclays Bank PLC, Bank of America, N.A., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, MUFG Securities
EMEA plc, Royal Bank of Canada and Wells Fargo Bank, National Association, as forward purchasers, and Barclays Capital Inc., BofA Securities, Inc.,
J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets,
LLC and Wells Fargo Securities, LLC, as forward sellers. Under the equity distribution agreement, we may offer and sell over time and
from time to time shares of our common stock having an aggregate offering price of up to $1,500,000,000. Further, the equity distribution
agreement provides that, in addition to the issuance and sale of shares of our common stock by us through the applicable sales agent,
we may request that such sales agent, as a forward seller, use commercially reasonable efforts to sell, from time to time, shares of our
common stock borrowed by the applicable forward purchaser (or its affiliate) in connection with one or more forward sale agreements as
described below. In no event will the aggregate offering price of the shares of our common stock through the sales agents, each as an
agent for the Company, as principal and as a forward seller, exceed $1,500,000,000.
As agents, the sales agents
will not engage in any transactions that stabilize the price of our common stock. If we or any of the sales agents have reason to believe
that our common stock is no longer an “actively-traded security” as defined under Rule 101(c)(1) of Regulation M
under the Exchange Act, that party will promptly notify the others, and sales of common stock pursuant to the equity distribution agreement,
any terms agreement or any forward sale agreement will be suspended until in the reasonable judgment of both parties Rule 101(c)(1) or
another exemptive provision has been satisfied.
Under the terms of the
equity distribution agreement, we also may sell shares to one or more of the sales agents as principal for their own accounts or for accounts
of their customers at a price agreed upon at the time of sale. A sales agent may offer the shares of common stock sold to it as principal
from time to time through public or private transactions at market prices prevailing at the time of sale, at fixed prices, at negotiated
prices, at various prices determined at the time of sale or at prices related to prevailing market prices. If we sell shares to a sales
agent as principal, we will enter into a separate terms agreement with such sales agent and this agreement will be described in a separate
prospectus supplement.
The shares of common stock
offered hereby may be sold in “at the market” offerings, including on the New York Stock Exchange or otherwise, at market
prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
In addition, if agreed by us and the relevant selling
sales agents, some or all of the shares of common stock covered by this prospectus supplement may be sold through any other method permitted
by law, including:
| · | by means of ordinary brokers’ transactions (whether or not solicited); |
| · | to or through a market maker; |
| · | directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association,
an alternative trading system or any other market venue; |
| · | in the over-the-counter market; |
| · | in privately negotiated transactions; or |
| · | through a combination of any such methods. |
We will deliver to the New York Stock Exchange
copies of this prospectus supplement and the accompanying prospectus pursuant to the rules of the New York Stock Exchange. Unless
otherwise required, we intend to report at least quarterly:
| · | the number of shares of our common stock sold through the sales agents under the equity distribution agreement (as described below
under “-Sales Through Sales Agents”); |
| · | the number of shares of our common stock sold through the sales agents under any terms agreement; |
| · | the number of borrowed shares of the Company’s common stock sold by the forward sellers, as agents for the forward purchasers,
in connection with forward sales agreements (as described below under “-Sales Through Forward Sellers”); and |
| · | the net proceeds to the Company and the compensation paid by the Company to the sales agents in connection with the transactions described
in the foregoing clauses. |
In connection with the sale of the common stock
on our behalf, each of the sales agents and forward purchasers may be deemed to be an “underwriter” within the meaning of
the Securities Act and the compensation paid to the sales agents and forward purchasers may be deemed to be underwriting commissions or
discounts. We have agreed in the equity distribution agreement to indemnify each of the sales agents and forward purchasers against certain
civil liabilities, including liabilities under the Securities Act, or to contribute to payments that the sales agents and forward purchasers
may be required to make because of any of those liabilities.
We estimate that total expenses of the offering
payable by us, excluding discounts and commissions payable to the sales agents under the equity distribution agreement, will be approximately
$551,400.
We have agreed to reimburse the sales agents, the
forward sellers and the forward purchasers for certain of their reasonable out-of-pocket expenses.
The offering of our common stock pursuant to the
equity distribution agreement will terminate upon the earliest of:
| · | the sale, under the equity distribution agreement, of shares of common stock having an aggregate offering price of $1,500,000,000;
and |
| · | termination of the equity distribution agreement, pursuant to its terms, by the sales agents or us. |
Sales Through Sales Agents
Subject to the terms and conditions of the equity
distribution agreement, the applicable sales agent will use its commercially reasonable efforts to sell, consistent with its normal trading
and sales practices, as our sales agent and on our behalf, all of the designated shares of our common stock on any trading day or as otherwise
agreed upon by us and the applicable sales agent. From time to time, we will submit orders to a sales agent relating to the shares of
common stock to be sold through such sales agent, which orders may specify any price, time or size limitations relating to any particular
sale. We will submit orders to only one sales agent relating to the sale of shares of the common stock on any given day. We may instruct
any sales agent not to sell shares of common stock if the sales cannot be effected at or above a price designated by us in any such instruction.
WEC Energy Group or any sales agent may suspend the offering of shares of the common stock by notifying the other party.
Settlement for sales of our common stock will occur,
unless we and the applicable sales agent agree otherwise, on the first trading day following the date on which any sales were made unless
another date shall be agreed to by the relevant parties, against payment to us. There is no arrangement for funds to be received in an
escrow, trust or similar arrangement. The obligation of any sales agent under the equity distribution agreement to sell shares of our
common stock pursuant to our instructions is subject to a number of conditions, which such sales agent reserves the right to waive in
its sole discretion.
Each sales agent will receive from us a commission
not to exceed 1.00% of the gross sales price per share of the common stock for any shares sold through it as our sales agent under the
equity distribution agreement with us. The remaining sales proceeds, after deducting transaction fees imposed by any governmental, regulatory
or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such shares.
Sales Through Forward Sellers
From time to time during the term of the equity
distribution agreement, and subject to the terms and conditions set forth therein, we may enter into one or more forward sale agreements
with the applicable forward purchaser. In connection with each such forward sale agreement, we will deliver to the applicable forward
purchaser and the applicable forward seller related instructions requesting that the applicable forward seller execute sales of borrowed
shares of our common stock. Upon their receipt and acceptance, such forward purchaser (or its affiliate) will attempt to borrow, and such
forward seller will use commercially reasonable efforts to sell, the relevant shares of common stock on such terms to hedge such forward
purchaser’s exposure under that particular forward sale agreement. WEC Energy Group, such forward seller or such forward purchaser
may immediately suspend the offering of common stock at any time upon proper notice to the other.
We expect that settlement between the relevant
forward purchaser and the relevant forward seller of sales of borrowed shares of our common stock, as well as the settlement between the
relevant forward seller and buyers of such shares of common stock in the market, will generally occur on the first trading day following
each date the sales are made, unless another date shall be agreed to by the relevant parties. The obligation of the relevant forward seller
under the relevant equity distribution agreement to execute such sales of common stock is subject to a number of conditions, which each
forward seller reserves the right to waive in its sole discretion. In connection with each forward sale agreement, the relevant forward
seller will receive, reflected in a reduced initial forward sale price payable by the relevant forward purchaser under its forward sale
agreement, a commission equal to up to 1.00% of the volume weighted average of the sales prices of all borrowed shares of our common stock
sold during the applicable period by it as a forward seller. This commission rate is referred to as the forward selling commission.
The initial forward sale price per share under
each forward sale agreement will equal the product of (1) an amount equal to one minus the applicable forward selling commission
and (2) the volume weighted average price per share at which the borrowed shares of our common stock were sold pursuant to the equity
distribution agreement by the relevant forward seller to hedge the relevant forward purchaser’s exposure under such forward sale
agreement. Thereafter, the initial forward sale price will be subject to price adjustment as described below. If we elect to physically
settle any forward sale agreement by delivering shares of our common stock, we will receive an amount of cash from the relevant forward
purchaser equal to the product of the initial forward sale price per share under such forward sale agreement and the number of shares
of our common stock underlying such forward sale agreement, subject to the price adjustment and other provisions of such forward sale
agreement. Each forward sale agreement will provide that the initial forward sale price, as well as the sales prices used to calculate
the initial forward sale price, will be subject to adjustment based on a floating interest rate factor equal to the overnight bank funding
rate less a spread. In addition, the initial forward sale price will be subject to decrease by amounts related to the expected dividends
on our common stock during the term of the particular forward sale agreement. If the overnight bank funding rate is less than the spread
on any day, the interest rate factor will result in a daily reduction of the forward sale price.
Before any issuance of shares of our common stock
upon settlement of any forward sale agreement, we expect that the shares issuable upon settlement of such forward sale agreement will
be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of
our common stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares
that would be issued upon full physical settlement of such forward sale agreement over the number of shares that could be purchased by
us in the market (based on the average market price of our common stock during the applicable reporting period) using the proceeds receivable
upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, we anticipate
there will be no dilutive effect on our earnings per share except during periods when the average market price of shares of our common
stock is above the applicable adjusted forward sale price subject to increase or decrease as described in the immediately preceding paragraph.
However, if we decide to physically settle or net share settle any forward sale agreement, delivery of the shares of our common
stock to the relevant forward purchaser on the physical settlement or net share settlement of the forward sale agreement would result
in dilution to our earnings per share.
Except under limited circumstances, we have the
right to elect physical, cash or net share settlement under any forward sale agreement. Although we expect to settle any forward sale
agreement entirely by delivering shares of our common stock in connection with full physical settlement, we may, subject to certain conditions,
elect cash settlement or net share settlement for all or a portion of our obligations under a particular forward sale agreement if we
conclude that it is in our interest to do so. For example, we may conclude that it is in our interest to cash settle or net share settle
a particular forward sale agreement if we have no then-current use for all or a portion of the net proceeds that we would receive upon
physical settlement. In addition, subject to certain conditions, we may elect to settle all or a portion of the number of shares of our
common stock underlying a particular forward sale agreement prior to the maturity date of the relevant forward sale agreement.
If we elect to physically settle any forward sale
agreement by issuing and delivering shares of our common stock, we will receive an amount of cash from the relevant forward purchaser
equal to the product of the forward sale price per share under that particular forward sale agreement and the number of shares of common
stock underlying the particular forward sale agreement. If we elect cash or net share settlement of any forward sale agreement, we would
expect the relevant forward purchaser or one of its affiliates to purchase shares of our common stock in secondary market transactions
over an unwind period for delivery to third-party stock lenders to close out its, or its affiliate’s, hedge position in respect
of that particular forward sale agreement (after taking into consideration any shares of our common stock to be delivered by us to such
forward purchaser, in the case of net share settlement) and, if applicable, in the case of net share settlement, to deliver shares of
our common stock to us to the extent required in settlement of such forward sale agreement.
If the volume-weighted
average price at which the relevant forward purchaser (or its affiliate) purchases shares during the applicable unwind period under a
forward sale agreement is above the relevant forward sale price, in the case of cash settlement, we would pay the relevant forward purchaser
under such forward sale agreement an amount in cash equal to the difference or, in the case of net share settlement, we would deliver
to such forward purchaser a number of shares of our common stock having a value equal to the difference. Thus, we could be responsible
for a potentially substantial cash payment in the case of cash settlement. The purchase of shares of our common stock in connection with
the relevant forward purchaser or its affiliate unwinding its hedge positions could cause the price of the common stock to increase (or
prevent a decrease), thereby increasing the amount of cash we would owe to the relevant forward purchaser (or decreasing the amount of
cash that the relevant forward purchaser would owe us) upon cash settlement or increasing the number of shares of common stock that we
are obligated to deliver to the relevant forward purchaser (or decreasing the number of shares of common stock that the relevant forward
purchaser is obligated to deliver to us) upon net share settlement of the particular forward sale agreement. See “Risk Factors”
in this prospectus supplement.
A forward purchaser will
have the right to accelerate a forward sale agreement that it enters into with the Company and require the Company to physically settle
such forward sale agreement (with respect to all or any portion of the transaction under such forward sale agreement that such forward
purchaser determines is affected by the applicable event described below) on a date specified by such forward purchaser if:
| · | in such forward purchaser’s commercially reasonable judgment, it or its affiliate is unable to hedge its exposure under such
forward sale agreement because (x) insufficient shares of our common stock have been made available for borrowing by securities lenders
or (y) the forward purchaser or its affiliate would incur a stock borrowing cost in excess of a specified threshold; |
| · | we declare any dividend, issue or distribution on shares of our common stock |
| o | payable in cash in excess of specified amounts, |
| o | that constitutes an extraordinary dividend under the forward sale agreement, |
| o | payable in securities of another company as a result of a spinoff or similar transaction, or |
| o | of any other type of securities (other than our common stock), rights, warrants or other assets for payment (cash or other consideration)
at less than the prevailing market price; |
| · | certain ownership thresholds applicable to such forward purchaser and its affiliates are exceeded; |
| · | an event is announced that if consummated would result in a specified extraordinary event (including certain mergers or tender offers,
as well as certain events involving our nationalization, a delisting of our common stock or change in law); or |
| · | certain other events of default or termination events occur, including, among others, any material misrepresentation made in connection
with such forward sale agreement or our insolvency (each as more fully described in each forward sale agreement). |
A forward purchaser’s decision to exercise
its right to accelerate any forward sale agreement and to require us to settle any such forward sale agreement will be made irrespective
of our interests, including our need for capital. In such cases, we could be required to issue and deliver shares of our common stock
under the terms of the physical settlement provisions of the applicable forward sale agreement irrespective of our capital needs, which
would result in dilution to our earnings per share. In addition, upon certain events of bankruptcy, insolvency or reorganization relating
to us, the forward sale agreement will terminate without further liability of either party. Following any such termination, we would not
issue any shares and we would not receive any proceeds pursuant to the forward sale agreement.
Restrictions on Sales of Similar Securities
We have agreed not to directly or indirectly sell,
offer to sell, contract to sell, grant any option to sell or otherwise dispose of, shares of our common stock or securities convertible
into or exchangeable for shares of our common stock, warrants or any rights to purchase or acquire shares of our common stock for a period
beginning on the date a sales agent accepts instructions from us to sell shares and ending on the related settlement date of such shares,
without giving prior written notice to the applicable sales agent and the applicable sales agent suspending sales activity. The restriction
described in this paragraph does not apply to sales of:
| · | any shares of our common stock we offer or sell pursuant to the equity distribution agreement (including sales of borrowed shares
of our common stock by the forward sellers in connection with any forward sale agreement); |
| · | any shares of our common stock we issue upon physical settlement or net share settlement of any forward sale agreement; |
| · | shares of our common stock, options to purchase shares of our common stock or shares of our common stock issuable upon the exercise
of options or other rights pursuant to any employee or director stock option or benefit plan, stock purchase or ownership plan (whether
currently existing or adopted hereafter), or any dividend reinvestment plan or direct purchase plan, including, without limitation, the
WEC Energy Group Stock Plus Plan; |
| · | shares of our common stock issued upon conversion or settlement of securities, or the exercise of warrants, options or other rights
disclosed in our filings with the SEC; or |
| · | shares of common stock that we issue in connection with acquisitions of businesses, assets or securities of others. |
No Public Offering Outside of the United States
No action has been or will be taken in any jurisdiction
(except in the United States) that would permit a public offering of the shares of our common stock, or the possession, circulation, or
distribution of this prospectus supplement or the accompanying prospectus or any other material relating to us or the shares of our common
stock in any jurisdiction where action for that purpose is required. Accordingly, the shares of our common stock offered by this prospectus
supplement and the accompanying prospectus may not be offered or sold, directly or indirectly, and this prospectus supplement, the accompanying
prospectus and any other offering material or advertisements in connection with the shares of our common stock may not be distributed
or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country
or jurisdiction.
Other Relationships
The sales agents and their respective affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. In the ordinary
course of their respective businesses, certain of the sales agents and their affiliates have provided, currently provide and may in the
future provide, investment banking, commercial banking, advisory and other services for us and our affiliates, for which they received
and will receive customary fees and expenses. Affiliates of each of the sales agents are lenders under our existing $1.5 billion credit
facility, WE’s existing $500 million credit facility, WPS’s existing $400 million credit facility, WG’s existing $350
million credit facility and PGL’s existing $350 million credit facility. To the extent we use the net proceeds from this offering
to repay indebtedness under our credit facilities, such affiliates may receive a portion of the net proceeds from this offering.
Conflicts of Interest
Certain of the sales agents or their affiliates
may hold a portion of the indebtedness that we may repay using all or a portion of the net proceeds from the sale of our common stock.
In addition, the forward purchasers will receive the net proceeds of any sale of borrowed shares of our common stock pursuant to this
prospectus supplement in connection with any forward sale agreement. Because certain sales agents or their affiliates may receive 5% or
more of the net proceeds from the sale of our common stock, any such sales agent would be deemed to have a “conflict of interest”
within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In the event of any such
conflict of interest, such sales agent would be required to sell the Company's common stock in accordance with FINRA Rule 5121. If
the sale of the Company's common stock is conducted in accordance with FINRA Rule 5121, such sales agent would not be permitted to
confirm a sale of our common stock to an account over which it exercises discretionary authority without the prior specific written approval
of the account holder.
DOCUMENTS INCORPORATED BY REFERENCE
We file annual, quarterly
and current reports, as well as registration and proxy statements and other information, with the SEC. Our SEC filings (File No. 001-09057)
are available to the public over the Internet at the SEC’s website at http://www.sec.gov as well as on our website, www.wecenergygroup.com.
The information contained on, or accessible from, our website is not a part of, and is not incorporated in, this prospectus supplement
or the accompanying prospectus.
The SEC allows us to “incorporate
by reference” into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means
we can disclose important information to you by referring you to those documents. Please refer to “Where You Can Find More Information”
in the accompanying prospectus. Any information referenced this way is considered to be part of this prospectus supplement and the accompanying
prospectus, and any information that we file later with the SEC will automatically update and supersede this information. At the date
of this prospectus supplement, we incorporate by reference the following documents that we have filed with the SEC, and any future filings
that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we complete our sale of the securities
to the public:
| · | Our Current Reports on Form 8-K and 8-K/A, as applicable, filed January 8, 2024 (solely with respect to Item 2.06), January 19, 2024, March 12, 2024, May 13, 2024, May 22, 2024, May 23, 2024, May 28, 2024, June 5, 2024, July 8, 2024 and August 6, 2024. |
Information furnished
under Items 2.02 or 7.01 of any Current Report on Form 8-K will not be incorporated by reference into this prospectus supplement
or the accompanying prospectus unless specifically stated otherwise. We will provide, at no cost, to each person, including any beneficial
owner, to whom this prospectus supplement and the accompanying prospectus are delivered, a copy of any or all of the information that
has been incorporated by reference into, but not delivered with, this prospectus supplement and the accompanying prospectus, upon written
or oral request to us at:
WEC Energy Group, Inc.
231 West Michigan Street
P. O. Box 1331
Milwaukee, Wisconsin 53201
Attn: Ms. Margaret C. Kelsey,
Executive Vice President, General Counsel and Corporate Secretary
Telephone: (414) 221-2345
PROSPECTUS
WEC ENERGY GROUP, INC.
Common Stock
Preferred Stock
Debt Securities
Depositary Shares
Purchase Contracts
Units
WEC Energy Group, Inc.
may issue and sell the securities described in this prospectus to the public in one or more offerings in the amounts authorized from time
to time.
This prospectus describes
some of the general terms that may apply to these securities. The specific terms of any securities to be offered and any other information
relating to a specific offering, will be set forth in a prospectus supplement. We urge you to read this prospectus and the applicable
prospectus supplement, together with any documents we incorporate by reference, carefully before you make your investment decision.
We may offer and sell
these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on an immediate, continuous or
delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. This prospectus may not
be used to offer and sell securities unless accompanied by a prospectus supplement.
Our common stock is quoted
on the New York Stock Exchange under the symbol “WEC.”
See “Risk Factors”
on page 1 of this prospectus and “Risk Factors” contained in any applicable prospectus supplement and documents incorporated
by reference for information on certain risks related to the purchase of these securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
is August 5, 2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
Unless
we otherwise indicate or the context otherwise requires, in this prospectus, “we,” “us,” “our” and
“WEC Energy Group” refer to WEC Energy Group, Inc.
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) utilizing
a “shelf” registration process. Under this shelf process, we may issue and sell to the public the securities described in
this prospectus in one or more offerings.
This
prospectus provides you with only a general description of the securities we may issue and sell. Each time we offer securities, we will
provide a prospectus supplement to this prospectus that will contain specific information about the particular securities and terms of
that offering. In the prospectus supplement, we will describe specific terms of the securities to be offered, the use of proceeds from
the sale of such securities, the plan of distribution for the securities and other information regarding the offering. The prospectus
supplement may also add to, update or change information contained in this prospectus.
If
there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information
in the prospectus supplement. Please carefully read this prospectus and the applicable prospectus supplement, in addition to the information
contained in the documents we refer you to under the heading “WHERE YOU CAN FIND MORE INFORMATION.”
RISK FACTORS
Investing
in the securities of WEC Energy Group involves risk. Please see the “Risk Factors” described in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this prospectus. Before making
an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference
in this prospectus.
FORWARD-LOOKING STATEMENTS
AND CAUTIONARY FACTORS
We
have included or may include statements in this prospectus or in any prospectus supplement (including documents incorporated by reference)
that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act of 1933”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act of 1934”). Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, goals, strategies,
assumptions or future events or performance may be forward-looking statements. Also, forward-looking statements may be identified by reference
to a future period or periods or by the use of forward-looking terminology such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goals,” “guidance,”
“intends,” “may,” “objectives,” “plans,” “possible,” “potential,”
“projects,” “seeks,” “should,” “targets,” “will,” or similar terms or variations
of these terms.
We
caution you that any forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to differ materially from the future results, performance
or achievements we have anticipated in the forward-looking statements.
In
addition to the assumptions and other factors referred to specifically in connection with those statements, factors that could cause our
actual results, performance or achievements to differ materially from those contemplated in the forward-looking statements include factors
we have described under the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2024 and June 30, 2024, and under the caption “Factors Affecting Results, Liquidity, and Capital Resources”
in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual
Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2024 and June 30, 2024, or under similar captions in the other documents we have incorporated by reference. Any forward-looking
statement speaks only as of the date on which that statement is made, and, except as required by applicable law, we do not undertake any
obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date
on which that statement is made.
WEC ENERGY GROUP, INC.
WEC
Energy Group, Inc. was incorporated in the State of Wisconsin in 1981 and became a diversified holding company in 1986. On June 29,
2015, we acquired 100% of the outstanding common shares of Integrys Energy Group, Inc. and changed our name to WEC Energy Group, Inc.
Our
wholly owned subsidiaries are primarily engaged in the business of providing regulated electricity service in Wisconsin and Michigan and
regulated natural gas service in Wisconsin, Illinois, Michigan and Minnesota. In addition, we have an approximately 60% equity interest
in American Transmission Company LLC (“ATC”), a regulated electric transmission company. Through our subsidiaries, we also
own majority interests in a number of renewable generating facilities as part of our non-utility energy infrastructure business. At June 30,
2024, we conducted our operations in the six reportable segments discussed below.
Wisconsin
Segment: The Wisconsin segment includes the electric and natural gas operations of Wisconsin Electric Power Company (“WE”),
Wisconsin Gas LLC (“WG”), Wisconsin Public Service Corporation (“WPS”), and Upper Michigan Energy Resources Corporation
(“UMERC”). At June 30, 2024, these companies served approximately 1.7 million electric customers and 1.5 million natural
gas customers.
Illinois
Segment: The Illinois segment includes the natural gas operations of The Peoples Gas Light and Coke Company (“PGL”)
and North Shore Gas Company, which provide natural gas service to customers located in Chicago and the northern suburbs of Chicago, respectively.
At June 30, 2024, these companies served approximately 1.1 million natural gas customers. PGL also owns and operates a 38.8 billion
cubic feet natural gas storage field in central Illinois.
Other
States Segment: The other states segment includes the natural gas operations of Minnesota Energy Resources Corporation,
which serves customers in various cities and communities throughout Minnesota, and Michigan Gas Utilities Corporation (“MGU”),
which serves customers in southern and western Michigan. These companies served approximately 0.4 million natural gas customers at June 30,
2024.
Electric
Transmission Segment: The electric transmission segment includes our approximately 60% ownership interest in ATC, which
owns, maintains, monitors, and operates electric transmission systems primarily in Wisconsin, Michigan, Illinois, and Minnesota,
and our approximately 75% ownership interest in ATC Holdco, LLC, a separate entity formed to invest in transmission-related projects outside
of ATC’s traditional footprint.
Non-Utility
Energy Infrastructure Segment: The non-utility energy infrastructure segment includes the operations of W.E. Power, LLC
(“We Power”), which owns and leases electric power generating facilities to WE; Bluewater Natural Gas Holding, LLC (“Bluewater”),
which owns underground natural gas storage facilities in southeastern Michigan; and WEC Infrastructure LLC (“WECI”). WECI
has acquired or agreed to acquire majority interests in eight wind parks and three solar projects, capable of providing more than 2,300
megawatts of renewable energy. Together, these projects represent approximately $3.5 billion of committed investments and have long-term
agreements with unaffiliated third parties. WECI’s investment in all of these projects either qualifies, or is expected to qualify,
for production tax credits.
Corporate
and Other Segment: The corporate and other segment includes the operations of the WEC Energy Group holding company, the
Integrys Holding, Inc. (“Integrys Holding”) holding company, the Peoples Energy, LLC holding company, Wispark LLC (“Wispark”),
and WEC Business Services LLC (WBS”). Wispark develops and invests in real estate, primarily in southeastern Wisconsin. WBS is a
wholly owned centralized service company that provides administrative and general support services to our regulated entities. WBS also
provides certain administrative and support services to our nonregulated entities. This segment also includes Wisvest LLC, Wisconsin Energy
Capital Corporation, and WPS Power Development LLC, which no longer have significant operations.
Our
principal executive offices are located at 231 West Michigan Street, P.O. Box 1331, Milwaukee, Wisconsin 53201. Our telephone
number is (414) 221-2345.
USE OF PROCEEDS
Except
as otherwise described in the applicable prospectus supplement, we intend to use the net proceeds from the sale of our securities (a) to
fund, or to repay short-term debt incurred to fund, investments (including equity contributions and loans to affiliates), (b) to
repay and/or refinance debt, and/or (c) for other general corporate purposes. Pending disposition, we may temporarily invest any
proceeds of the offering not required immediately for the intended purposes in U.S. governmental securities and other high quality
U.S. securities. We expect to borrow money or sell securities from time to time, but we cannot predict the precise amounts or timing
of doing so. For current information, please refer to our current filings with the SEC. See “WHERE YOU CAN FIND MORE INFORMATION.”
DESCRIPTION OF CAPITAL
STOCK
As of June 30, 2024, our authorized capital
stock consisted of:
| · | 650,000,000 shares of common stock, par value $0.01 per share; and |
| · | 15,000,000 shares of preferred stock, par value $0.01 per share. |
As of June 30, 2024, there were 316,079,401
shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.
Common Stock
The following description of our common stock is
a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Restated Articles of
Incorporation, as amended (“Articles of Incorporation”), and Bylaws, as amended (“Bylaws”), each of which is included
as an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read our Articles of Incorporation,
our Bylaws and the applicable provisions of the Wisconsin Business Corporation Law (“WBCL”) for additional information.
Voting
Rights. Each holder of common stock is entitled to one vote per share on each matter submitted to a vote at a meeting of
stockholders, subject to any class or series voting rights of holders of any preferred stock. The holders of common stock are not entitled
to cumulate votes for the election of directors.
Dividends.
The holders of common stock are entitled to receive such dividends as the Board of Directors (the “Board”) may from time to
time declare, subject to any rights of holders of preferred stock, if any is issued. Our ability to pay dividends primarily depends on
the availability of funds received from our utility subsidiaries and our non-utility subsidiaries. Various financing arrangements and
regulatory requirements impose certain restrictions on the ability of our subsidiaries to transfer funds to us in the form of cash dividends,
loans, or advances. All of our utility subsidiaries, with the exception of UMERC and MGU, are prohibited from loaning funds to us, either
directly or indirectly.
Liquidation
Rights. In the event of any liquidation, dissolution or winding-up of WEC Energy Group, the holders of common stock, subject
to any rights of the holders of any preferred stock, will be entitled to receive the remainder, if any, of our assets after the discharge
of our liabilities.
Preemptive
Rights. Holders of common stock are not entitled to preemptive rights to subscribe for or purchase any part of any new
or additional issue of stock or securities convertible into stock.
Transfer
Agent and Registrar. Computershare, Inc. serves as transfer agent and registrar for our common stock.
Listing.
Our common stock is traded on the New York Stock Exchange under the trading symbol “WEC.”
Preferred Stock
Under the Articles of Incorporation, our Board
is authorized to divide the preferred stock into series, to issue shares of any series and, within the limitations set forth in the Articles
of Incorporation or prescribed by law, to fix and determine the relative rights and preferences of the shares of any series so established,
including the dividend rate, redemption price and terms, amount payable upon liquidation, and any sinking fund provisions, conversion
privileges and voting rights.
Certain Anti-Takeover Provisions in our Articles of Incorporation
and Bylaws
The Articles of Incorporation and Bylaws contain
provisions which may have the effect of discouraging persons from acquiring large blocks of WEC Energy Group stock or delaying or preventing
a change in control of WEC Energy Group. The material provisions which may have such an effect are:
| · | an anti-greenmail provision prohibiting the purchase of shares of common stock at a market premium from any person whom the Board
believes to be a beneficial owner of more than 5% of the outstanding shares of common stock unless such holder owned the shares for at
least two years, the purchase was approved by a majority of the combined voting power of the stockholders, or the purchase is pursuant
to a tender offer to all holders of common stock on the same terms; |
| · | a provision permitting removal of a director without cause only by at least an 80% stockholder vote; |
| · | authorization for the Board, subject to any required regulatory approval, to issue preferred stock in series and to fix rights and
preferences of the series, including, among other things, whether, and to what extent, the shares of any series will have voting rights
and the extent of the preferences of the shares of any series with respect to dividends and other matters; |
| · | advance notice procedures with respect to stockholder nominations of directors or stockholder proposals at a meeting of stockholders;
and |
| · | provisions permitting amendment of some of these and related provisions only by at least an 80% stockholder vote at a meeting. |
Anti-Takeover Effects of Wisconsin Law
Wisconsin law, under which we are incorporated,
contains certain provisions that may have antitakeover effects, The description set forth below is intended as a summary only. For complete
information you should review the applicable provisions of the WBCL and Section 196.795 of the Wisconsin Statutes, Wisconsin’s
public utility holding company law (“Wisconsin Public Utility Holding Company Law”).
Control
Share Acquisitions. Wisconsin law provides that, unless a corporation’s articles of incorporation provide otherwise,
or otherwise specified by the board of directors, the voting power of shares of a “resident domestic corporation” such as
WEC Energy Group held by any person (including two or more persons acting as a group) in excess of 20% of the voting power in the election
of directors is limited (in voting on any matter) to 10% of the full voting power of those shares. This restriction does not apply to
shares acquired directly from a resident domestic corporation, or in certain specified transactions, or incident to a transaction in which
stockholders have approved restoration of the full voting power of the otherwise restricted shares. WEC Energy Group has opted out of
this statutory provision in its Articles of Incorporation.
Anti-Greenmail
Provisions. Wisconsin law restricts the ability of certain publicly held corporations, such as WEC Energy Group, to repurchase
voting shares at above market value from certain large stockholders, absent approval from the stockholders as a whole, unless an identical
or better offer to purchase is made to all owners of voting shares and securities which may be converted into voting shares. These provisions
apply during a takeover offer to purchases of more than 5% of the corporation’s shares from a person or group that holds more than
3% of the corporation’s voting shares and has held the shares for less than two years.
Wisconsin law also provides that stockholder approval
is required for the corporation during a takeover offer to sell or option assets of the corporation which amount to at least 10% of the
market value of the corporation, unless the corporation has at least three independent directors (directors who are not officers or employees)
and a majority of the independent directors vote not to have this provision apply to the corporation.
The Articles of Incorporation require an 80% stockholder
vote for any amendment to the Articles of Incorporation that would have the effect of opting out of the anti-greenmail provision.
Fair
Price Provisions. Wisconsin law provides that in addition to any approval otherwise required, certain mergers, share exchanges
or sales, leases, exchanges or other dispositions involving a resident domestic corporation, such as WEC Energy Group, and any “significant
shareholder” are subject to a super-majority vote of stockholders unless certain fair price standards have been met. For this purpose
a “significant shareholder” is defined as either a 10% stockholder or an affiliate of the resident domestic corporation who
was a 10% stockholder at any time within the preceding two years. The super-majority vote that is required by the statute consists of:
| · | approval of 80% of the total voting power of the corporation, and |
| · | approval of at least 66 2/3% of the voting power not beneficially owned by the significant shareholder or its affiliates or associates. |
However, a supermajority vote is not required if
the following “fair price” standards are satisfied:
| · | the consideration is in cash or in the form of consideration used to acquire the greatest number of shares, and |
| · | the amount of the consideration equals the greater of: |
(a) the highest price paid by the significant
shareholder within the prior two-year period;
(b) in the case of a tender offer, the market value
of the shares on the date the significant shareholder commences the tender offer; or
(c) the highest liquidation or dissolution
distribution to which the stockholders would be entitled.
The Articles of Incorporation require an 80% stockholder
vote for any amendment to the Articles of Incorporation that would have the effect of opting out of the fair price provisions.
Business
Combination Provisions. Wisconsin law restricts resident domestic corporations, such as WEC Energy Group, from engaging
in specified business combinations involving an “interested stockholder” or an affiliate or associate of an interested stockholder.
For this purpose an “interested shareholder” is a stockholder who beneficially owns at least 10% of the voting power of the
outstanding stock of the resident domestic corporation, or is an affiliate or associate of the resident domestic corporation and beneficially
owned at least 10% of the voting power of the then outstanding stock within the preceding three years. The specified business combinations
include:
| · | a merger or interest exchange; |
| · | a sale or other disposition of assets having a market value equal to at least 5% of the market value of the assets or outstanding
stock of the corporation or representing at least 10% of its earning power or income; |
| · | the issuance or transfer of stock or rights to purchase stock with a market value equal to at least 5% of the outstanding stock; |
| · | the adoption of a plan or proposal for liquidation or dissolution; |
| · | receipt by the interested stockholder or the interested stockholder’s affiliates or associates of a disproportionate direct
or indirect benefit of a loan or other financial benefit provided by or through the resident domestic corporation or its subsidiaries;
or |
| · | certain other transactions that have the direct or indirect effect of materially increasing the proportionate share of voting stock
beneficially owned by the interested stockholder or the interested stockholder’s affiliates or associates. |
For a period of three years following the date
that the interested stockholder becomes an interested stockholder, the resident domestic corporation is prohibited from engaging in any
of the specified transactions with the interested stockholder unless the specified transaction or the purchase of stock by the interested
stockholder that made the stockholder an interested stockholder is approved by the board of directors of the resident domestic corporation
before the share acquisition date. Following the three-year period, a specified transaction is permitted only if:
| · | the acquisition of shares by the interested stockholder was approved by the board of directors of the resident domestic corporation
before the share acquisition date; |
| · | the specified transaction is approved by a majority of the voting stock of the resident domestic corporation that is not owned by
the interested stockholder; or |
| · | the consideration to be received by the corporation's stockholders satisfies the “fair price” provisions of the statute
as to form and amount. |
Wisconsin
Public Utility Holding Company Provisions. The Wisconsin Public Utility Holding Company Law provides that no person may
take, hold or acquire, directly or indirectly, more than 10% of the outstanding voting securities of a public utility holding company,
with the unconditional power to vote those securities, unless the PSCW has determined that the acquisition is in the best interests of
utility consumers, investors and the public. Persons acquiring 10% or more of the voting securities of WEC Energy Group are subject to
the provisions of the statute.
DESCRIPTION OF DEBT
SECURITIES
The
debt securities will be our direct unsecured general obligations. The debt securities will consist of one or more senior debt securities,
subordinated debt securities and junior subordinated debt securities. The debt securities will be issued in one or more series under the
indenture described below between us and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago),
as trustee, dated as of March 15, 1999, and under a securities resolution (which may be in the form of a resolution or a supplemental
indenture) authorizing the particular series.
We
have summarized selected provisions of the indenture and the debt securities that we may offer hereby. This summary is not complete and
may not contain all of the information important to you. Copies of the indenture and a form of securities resolution are filed or incorporated
by reference as exhibits to the registration statement of which this prospectus is a part. The securities resolution for each series of
debt securities issued and outstanding also has been or will be filed or incorporated by reference as an exhibit to the registration statement.
You should read the indenture and the applicable securities resolution for other provisions that may be important to you. In the summary
below, where applicable, we have included references to section numbers in the indenture so that you can easily find those provisions.
The particular terms of any debt securities we offer will be described in the related prospectus supplement, along with any applicable
modifications of or additions to the general terms of the debt securities described below and in the indenture. For a description of the
terms of any series of debt securities, you should also review both the prospectus supplement relating to that series and the description
of the debt securities set forth in this prospectus before making an investment decision.
General
The
indenture does not significantly limit our operations. In particular, it does not:
| · | limit the amount of debt securities that we can issue under the indenture; |
| · | limit the number of series of debt securities that we can issue from time to time; |
| · | restrict the total amount of debt that we or our subsidiaries may incur; or |
| · | contain any covenant or other provision that is specifically intended to afford any holder of the debt
securities protection in the event of highly leveraged transactions or any decline in our ratings or credit quality. |
The
ranking of a series of debt securities with respect to all of our indebtedness will be established by the securities resolution creating
the series.
Although
the indenture permits the issuance of debt securities in other forms or currencies, the debt securities covered by this prospectus will
only be denominated in U.S. dollars in registered form without coupons, unless otherwise indicated in the applicable prospectus supplement.
Unless
we say otherwise in the applicable prospectus supplement, we may redeem the debt securities for cash.
Terms
A
prospectus supplement and a securities resolution relating to the offering of any new series of debt securities will include specific
terms relating to the offering. The terms will include some or all of the following:
| · | the designation, aggregate principal amount, currency or composite currency and denominations of the debt
securities; |
| · | the price at which the debt securities will be issued and, if an index, formula or other method is used,
the method for determining amounts of principal or interest; |
| · | the maturity date and other dates, if any, on which the principal of the debt securities will be payable; |
| · | the interest rate or rates, if any, or method of calculating the interest rate or rates, which the debt
securities will bear; |
| · | the date or dates from which interest will accrue and on which interest will be payable and the record
dates for the payment of interest; |
| · | the manner of paying principal and interest on the debt securities; |
| · | the place or places where principal and interest will be payable; |
| · | the terms of any mandatory or optional redemption of the debt securities by us, including any sinking
fund; |
| · | the terms of any conversion or exchange right; |
| · | the terms of any redemption of debt securities at the option of holders; |
| · | any tax indemnity provisions; |
| · | if payments of principal or interest may be made in a currency other than U.S. dollars, the manner for
determining those payments; |
| · | the portion of principal payable upon acceleration of any discounted debt security (as described below); |
| · | whether and upon what terms debt securities may be defeased (which means that we would be discharged from
our obligations by depositing sufficient cash or government securities to pay the principal, interest, any premiums and other sums due
to the stated maturity date or a redemption date of the debt securities of the series); |
| · | whether any events of default or covenants in addition to or instead of those set forth in the indenture
apply; |
| · | provisions for electronic issuance of debt securities or for debt securities in uncertificated form; |
| · | the ranking of the debt securities, including the relative degree, if any, to which the debt securities
of a series are subordinated to one or more other series of debt securities in right of payment, whether outstanding or not; |
| · | any provisions relating to extending or shortening the date on which the principal and premium, if any,
of the debt securities of the series is payable; |
| · | any provisions relating to the deferral of any interest; and |
| · | any other terms not inconsistent with the provisions of the indenture, including any covenants or other
terms that may be required or advisable under United States or other applicable laws or regulations or advisable in connection with the
marketing of the debt securities. (Section 2.01) |
We
may issue debt securities of any series as registered debt securities, bearer debt securities or uncertificated debt securities. (Section 2.01)
We may issue the debt securities of any series in whole or in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary identified in the prospectus supplement relating to the series. We may issue global securities in
registered, bearer or uncertificated form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part
for securities in definitive form, a global security may not be transferred except as a whole by the depositary to a nominee or a successor
depositary. (Section 2.12) We will describe in the prospectus supplement relating to any series the specific terms of the depositary
arrangement with respect to that series.
Unless
otherwise indicated in a prospectus supplement, we will issue registered debt securities in denominations of $1,000 and whole multiples
of $1,000 and bearer debt securities in denominations of $5,000 and whole multiples of $5,000. We will issue one or more global securities
in a denomination or aggregate denominations equal to the aggregate principal amount of outstanding debt securities of the series to be
represented by that global security or securities. (Section 2.12)
In
connection with its original issuance, no bearer debt security will be offered, sold or delivered to any location in the United States.
We may deliver a bearer debt security in definitive form in connection with its original issuance only if a certificate in a form we specify
to comply with United States laws and regulations is presented to us. (Section 2.04)
A
holder of registered debt securities may request registration of a transfer upon surrender of the debt security being transferred at any
agency we maintain for that purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07)
We
may issue debt securities under the indenture as discounted debt securities to be offered and sold at a substantial discount from the
principal amount of those debt securities. Special U.S. federal income tax and other considerations applicable to discounted debt
securities, if material, will be described in the related prospectus supplement. A discounted debt security is a debt security where the
amount of principal due upon acceleration is less than the stated principal amount. (Sections 1.01 and 2.10)
Conversion and Exchange
The
terms, if any, on which debt securities of any series will be convertible into or exchangeable for our common stock or other equity or
debt securities, property, cash or obligations, or a combination of any of the foregoing, will be summarized in the prospectus supplement
relating to the series. The terms may include provisions for conversion or exchange on a mandatory basis, at the option of the holder
or at our option. (Sections 2.01 and 9.01)
Certain Covenants
Any
restrictive covenants which may apply to a particular series of debt securities will be described in the related prospectus supplement.
Ranking of Debt Securities
Unless
stated otherwise in a prospectus supplement, the debt securities issued under the indenture will rank equally and ratably with our other
unsecured and unsubordinated debt. The debt securities will not be secured by any properties or assets and will represent our unsecured
debt.
Because
we are a holding company and conduct all of our operations through subsidiaries, holders of debt securities will generally have a position
that is effectively junior to claims of creditors of our subsidiaries, including trade creditors, debt holders, secured creditors, taxing
authorities, guarantee holders and any preferred stockholders. Various financing arrangements and regulatory requirements impose restrictions
on the ability of our utility subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. All of our utility
subsidiaries, with the exception of UMERC and MGU, are prohibited from loaning funds to us, either directly or indirectly. The indenture
does not limit us or our subsidiaries if we decide to issue additional debt.
As
of June 30, 2024, our direct obligations included (i) $4.7 billion of outstanding senior notes and $358.9 million of junior
subordinated notes issued under the indenture, and (ii) $1.7 billion of outstanding convertible senior notes issued under separate
indentures. We have $1.7 billion in multi-year bank back-up credit facilities to support our commercial paper program and had no commercial
paper outstanding at June 30, 2024. At June 30, 2024, our subsidiaries had approximately $11.2 billion of long-term debt
outstanding, $757.0 million of commercial paper outstanding and $30.4 million of preferred stock outstanding. Our subsidiaries have an
aggregate of $1.6 billion in multi-year bank back-up credit facilities to support their respective commercial paper programs.
Successor Obligor
The
indenture provides that, unless otherwise specified in the securities resolution establishing a series of debt securities, we will not
consolidate with or merge into another company in a transaction in which we are not the surviving company, or transfer all or substantially
all of our assets to another company, unless:
| · | that company is organized under the laws of the United States or a state thereof or is organized under
the laws of a foreign jurisdiction and consents to the jurisdiction of the courts of the United States or a state thereof; |
| · | that company assumes by supplemental indenture all of our obligations under the indenture, the debt securities
and any coupons; |
| · | all required approvals of any regulatory body having jurisdiction over the transaction have been obtained;
and |
| · | immediately after the transaction no default exists under the indenture. |
The
successor will be substituted for us as if it had been an original party to the indenture, securities resolutions and debt securities.
Thereafter, the successor may exercise our rights and powers under the indenture, the debt securities and any coupons, and all of our
obligations under those documents will terminate. (Section 5.01)
Exchange of Debt Securities
Registered
debt securities may be exchanged for an equal principal amount of registered debt securities of the same series and date of maturity in
authorized denominations requested by the holders upon surrender of the registered debt securities at an agency we maintain for that purpose
and upon fulfillment of all other requirements of the agent. (Section 2.07)
To
the extent permitted by the terms of a series of debt securities authorized to be issued in registered form and bearer form, bearer debt
securities may be exchanged for an equal aggregate principal amount of registered or bearer debt securities of the same series and date
of maturity in authorized denominations upon surrender of the bearer debt securities with all unpaid interest coupons, except as may otherwise
be provided in the debt securities, at our agency maintained for that purpose and upon fulfillment of all other requirements of the agent.
(Section 2.07) As of the date of this prospectus, we do not expect that the terms of any series of debt securities will permit registered
debt securities to be exchanged for bearer debt securities.
Defaults and Remedies
Unless
the securities resolution establishing the series provides for different events of default, in which event the prospectus supplement will
describe any differences, an event of default with respect to a series of debt securities will occur if:
| · | we default in any payment of interest on any debt securities of that series when the payment becomes due
and payable and the default continues for a period of 60 days; |
| · | we default in the payment of the principal and premium, if any, of any debt securities of that series
when those payments become due and payable at maturity or upon redemption, acceleration or otherwise; |
| · | we default in the payment or satisfaction of any sinking fund obligation with respect to any debt securities
of that series as required by the securities resolution establishing that series and the default continues for a period of 60 days; |
| · | we default in the performance of any of our other agreements applicable to that series and the default
continues for 90 days after the notice specified below; |
| · | pursuant to or within the meaning of any Bankruptcy Law, we: |
| - | commence a voluntary case, |
| - | consent to the entry of an order for relief against us in an involuntary case, |
| - | consent to the appointment of a custodian for us or for all or substantially all of our property, or |
| - | make a general assignment for the benefit of our creditors; |
| · | a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed
and in effect for 60 days and that: |
| - | is for relief against us in an involuntary case, |
| - | appoints a custodian for us or for all or substantially all of our property, or |
| - | orders us to liquidate; or |
| · | there occurs any other event of default provided for in that series. (Section 6.01) |
The
term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. The
term “custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. (Section 6.01)
A
default under the indenture means any event which is, or after notice or passage of time would be, an event of default under the indenture.
(Section 1.01) A default under the fourth bullet point above is not an event of default until the trustee or the holders of at least
25% in principal amount of the series notify us of the default and we do not cure the default within the time specified after receipt
of the notice. (Section 6.01)
If
an event of default occurs under the indenture and is continuing on a series, the trustee by notice to us, or the holders of at least
25% in principal amount of the series by notice both to us and to the trustee, may declare the principal of and accrued interest on all
the debt securities of the series to be due and payable immediately. Discounted debt securities may provide that the amount of principal
due upon acceleration is less than the stated principal amount. (Section 6.02)
The
holders of a majority in principal amount of a series of debt securities, by notice to the trustee, may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing events of default on the series have
been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. (Section 6.02)
If
an event of default occurs and is continuing on a series, the trustee may pursue any available remedy to collect principal or interest
then due on the series, to enforce the performance of any provision applicable to the series or otherwise to protect the rights of the
trustee and holders of the series. (Section 6.03)
The
trustee may require indemnity satisfactory to it before it performs any duty or exercises any right or power under the indenture or the
debt securities which it reasonably believes may expose it to any loss, liability or expense. (Section 7.01) With some limitations,
holders of a majority in principal amount of the debt securities of a series may direct the trustee in its exercise of any trust or power
with respect to that series. (Section 6.05) Except in the case of default in payment on a series, the trustee may withhold notice
of any continuing default if it in good faith determines that withholding the notice is in the interest of holders of the series. (Section 7.04)
We are required to furnish to the trustee annually a brief certificate as to our compliance with all conditions and covenants under the
indenture. (Section 4.04)
The
failure to redeem any debt securities subject to a conditional redemption is not an event of default if any event on which the redemption
is conditioned does not occur and is not waived before the scheduled redemption date. (Section 6.01) Debt securities are subject
to a conditional redemption if the notice of redemption relating to the debt securities provides that it is subject to the occurrence
of any event before the date fixed for the redemption in the notice. (Section 3.04)
The
indenture does not have a cross-default provision. Thus, a default by us on any other debt, including a default on another series of debt
securities issued under the indenture, would not automatically constitute an event of default under the indenture. A securities resolution
may provide for a cross-default provision. In that case, the prospectus supplement will describe the terms of that provision.
Amendments and Waivers
The
indenture and the debt securities, or any coupons, of any series may be amended, and any default may be waived. Unless the securities
resolution provides otherwise, in which event the prospectus supplement will describe the revised provision, we and the trustee may amend
the indenture, the debt securities and any coupons with the written consent of the holders of a majority in principal amount of the debt
securities of all series affected voting as one class. (Section 10.02)
Without
the consent of each debt security holder affected, no amendment or waiver may:
| · | reduce the principal amount of debt securities whose holders must consent to an amendment or waiver; |
| · | reduce the interest on or change the time for payment of interest on any debt security (subject to any
right to defer one or more payments of interest we may have retained in the securities resolution and described in the prospectus supplement); |
| · | change the fixed maturity of any debt security (subject to any right we may have retained in the securities
resolution and described in the prospectus supplement); |
| · | reduce the principal of any non-discounted debt security or reduce the amount of principal of any discounted
debt security that would be due on its acceleration; |
| · | change the currency in which the principal or interest on a debt security is payable; |
| · | make any change that materially adversely affects the right to convert or exchange any debt security; |
| · | waive any default in payment of interest on or principal of a debt security or any default in respect
of a provision that pursuant to the indenture cannot be amended without the consent of each debt security holder affected; or |
| · | make any change in the section of the indenture concerning waiver of past defaults or the section of the
indenture concerning amendments requiring the consent of debt security holders, except to increase the amount of debt securities whose
holders must consent to an amendment or waiver or to provide that other provisions of the indenture cannot be amended or waived without
the consent of each holder of debt securities affected by the amendment or waiver. (Sections 6.04 and 10.02) |
Without
the consent of any debt security holder, we may amend the indenture or the debt securities:
| · | to cure any ambiguity, omission, defect, or inconsistency; |
| · | to provide for the assumption of our obligations to debt security holders by the surviving company in
the event of a merger, consolidation or transfer of all or substantially all of our assets requiring such assumption; |
| · | to provide that specific provisions of the indenture will not apply to a series of debt securities not
previously issued; |
| · | to create a series of debt securities and establish its terms; |
| · | to provide for a separate trustee for one or more series of debt securities; or |
| · | to make any change that does not materially adversely affect the rights of any debt security holder. (Section 10.01) |
Legal Defeasance and
Covenant Defeasance
Debt
securities of a series may be defeased at any time in accordance with their terms and as set forth in the indenture and described briefly
below, unless the securities resolution establishing the terms of the series otherwise provides. Any defeasance may terminate all of our
obligations (with limited exceptions) with respect to a series of debt securities and the indenture (“legal defeasance”),
or it may terminate only our obligations under any restrictive covenants which may be applicable to a particular series (“covenant
defeasance”). (Section 8.01)
We
may exercise our legal defeasance option even though we have also exercised our covenant defeasance option. If we exercise our legal defeasance
option, that series of debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option,
that series of debt securities may not be accelerated by reference to any restrictive covenants which may be applicable to that particular
series. (Section 8.01)
To
exercise either defeasance option as to a series of debt securities, we must:
| · | irrevocably deposit in trust with the trustee or another trustee money or U.S. government obligations; |
| · | deliver to the trustee a certificate from a nationally recognized firm of independent accountants expressing
their opinion that the payments of principal and interest when due on the deposited U.S. government obligations, without reinvestment,
plus any deposited money without investment, will provide cash at the times and in the amounts necessary to pay the principal and interest
when due on all debt securities of the series to maturity or redemption, as the case may be; and |
| · | comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the
defeasance will not result in recognition of any income, gain or loss to holders for federal income tax purposes. (Section 8.02) |
U.S. government
obligations are direct obligations of (a) the United States or (b) an agency or instrumentality of the United States, the payment
of which is unconditionally guaranteed by the United States, which, in either case (a) or (b), have the full faith and credit of
the United States pledged for payment and which are not callable at the issuer’s option. This term also includes certificates representing
an ownership interest in such obligations. (Section 8.02)
Regarding the Trustee
Unless
otherwise indicated in a prospectus supplement, The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Trust Company,
National Association) (successor to Bank One Trust Company, N.A.) (successor to The First National Bank of Chicago) will act as trustee
and registrar for debt securities issued under the indenture, and the trustee will also act as transfer agent and paying agent with respect
to the debt securities. (Section 2.03) We may remove the trustee with or without cause if we notify the trustee three months in advance
and if no default occurs during the three-month period. If the trustee resigns or is removed, or if a vacancy exists in the office of
trustee for any reason, the indenture provides that we must promptly appoint a successor trustee. (Section 7.07) The trustee, in
its individual or any other capacity, may make loans to, accept deposits from, and perform services for us or our affiliates, and may
otherwise deal with us or our affiliates, as if it were not the trustee. (Section 7.02) In addition, the trustee serves as collateral
agent for notes issued by non-utility subsidiaries of We Power.
Governing Law
The
indenture and the debt securities will be governed by and construed in accordance with the laws of the State of Wisconsin, except to the
extent that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION OF DEPOSITARY SHARES
We may offer depositary shares representing fractional
interests in shares of our preferred stock of any series, if any. In connection with the issuance of any depositary shares, we will enter
into a deposit agreement with a depositary. Depositary shares may be evidenced by depositary receipts issued pursuant to the related deposit
agreement. Additional information regarding any depositary shares we may offer, the series of preferred stock represented by those depositary
shares and the related deposit agreement will be set forth in the applicable prospectus supplement.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue
purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or varying number
of our debt securities, shares of our common stock or preferred stock, depositary shares or any combination of the above, at a future
date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific
or varying number of debt securities, shares of our common stock or preferred stock, depositary shares or any combination of the above.
The price of such debt securities, shares of our common stock or preferred stock or depositary shares may be fixed at the time the purchase
contracts are issued or may be determined by reference to a specific formula described in the purchase contracts. We may issue purchase
contracts separately or as a part of units each consisting of a purchase contract and one or more of our other securities described in
this prospectus or debt obligations of third parties, such as U.S. Treasury securities, securing the holder’s obligations under
the purchase contract. The purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be
unsecured or pre-funded on some basis. The purchase contracts may require holders to secure the holder’s obligations in
a specified manner that we will file with the SEC in connection with a public offering relating to the purchase contracts. To the extent
appropriate, the applicable prospectus supplement will describe the specific terms of the purchase contracts offered thereby.
DESCRIPTION OF UNITS
We
may issue units comprising one or more securities described in this prospectus in any combination. Units may also include debt obligations
of third parties, such as U.S. Treasury securities. Each unit may be issued so that the holder of the unit also is the holder of each
security included in the unit. Thus, the unit may have the rights and obligations of a holder of each included security. The unit agreement
under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time
or at any time before a specified date. To the extent appropriate, the applicable prospectus supplement will describe the specific terms
of the units offered thereby.
PLAN OF DISTRIBUTION
We
may sell the securities covered by this prospectus in any one or more of the following ways from time to time: (a) to or through
underwriters or dealers; (b) directly to one or more purchasers; (c) through agents; (d) through competitive bidding; (e) in
“at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market
maker or into an existing trading market on an exchange or otherwise; (f) in forward contracts or similar arrangements; or (g) any
combination of the above. The prospectus supplement will set forth the terms of the offering of the securities being offered thereby,
including the name or names of any underwriters or agents, the purchase price of those securities and the proceeds to us from such sale,
any underwriting discounts or agency fees and other items constituting underwriters’ compensation or agents’ compensation,
any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchange on
which those securities may be listed.
If
underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Unless otherwise described in the applicable prospectus supplement, the obligations of the underwriters to purchase
those securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the securities
of the series offered by us and described in the applicable prospectus supplement if any of those securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
The
securities in respect of which this prospectus is delivered may also be offered and sold, if so indicated in the prospectus supplement,
in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms (with respect
to debt securities), by one or more firms (“remarketing firms”) acting as principals for their own accounts or as agents for
us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in
the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed thereby.
The
securities in respect of which this prospectus is delivered may also be sold directly by us or through agents designated by us from time
to time. Any agent involved in the offering and sale of such securities will be named, and any commissions payable by us to such agent
will be set forth, in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting
on a best-efforts basis for the period of its appointment.
If
any underwriter or any selling group member intends to engage in stabilizing transactions, syndicate short covering transactions, penalty
bids or any other transaction in connection with the offering of securities that may stabilize, maintain, or otherwise affect the price
of those securities, such intention and a description of such transactions will be described in the prospectus supplement.
Agents
and underwriters may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents or underwriters may be required
to make in respect thereof. Agents and underwriters may engage in transactions with, or perform services for, us and our subsidiaries
in the ordinary course of business.
LEGAL MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, Joshua M. Erickson, Vice President and Deputy General Counsel of WEC Business
Services LLC, will pass upon the validity of the securities, as well as certain other legal matters, on our behalf. Mr. Erickson
is the beneficial owner of less than 0.01% of our common stock. Unless otherwise indicated in the applicable prospectus supplement, Troutman
Pepper Hamilton Sanders LLP, Atlanta, Georgia, will pass upon the validity of the depositary shares, purchase contracts and units under
the laws of the State of New York, as well as certain other legal matters, on our behalf. Unless otherwise indicated in the applicable
prospectus supplement, various legal matters in connection with the offering of any securities will be passed upon for any underwriters
or agents by Hunton Andrews Kurth LLP, New York, New York.
EXPERTS
The
consolidated financial statements, and the related financial statement schedules of WEC Energy Group, Inc., as of December 31,
2023 and 2022, and for each of the three years in the period ended December 31, 2023, incorporated by reference in this Prospectus
to WEC Energy Group, Inc.’s Form 10-K for the year ended December 31, 2023, and the effectiveness of WEC Energy Group, Inc.’s
internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports. Such consolidated financial statements and financial statement schedules are incorporated by reference
in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND
MORE INFORMATION
We
file annual, quarterly and current reports, as well as registration and proxy statements and other information, with the SEC under File
No. 001-09057. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov and
through our own web site at www.wecenergygroup.com. Except for the documents filed with the SEC and incorporated by reference into this
prospectus, the other information on, or accessible from, our web site is not a part of, and is not incorporated by reference in, this
prospectus.
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it. This means that we can disclose
important information to you by referring you to those documents. The information we incorporate by reference is considered a part of
this prospectus, and later information we file with the SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the offerings contemplated by this prospectus are completed or terminated:
| · | Current Reports on Form 8-K and 8-K/A, as applicable, filed January 8, 2024 (solely with respect to Item 2.06), January 19, 2024, March 12, 2024, May 13, 2024, May 22, 2024, May 23, 2024, May 28, 2024, June 5, 2024, and July 8, 2024. |
No
information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K will be incorporated by reference in this prospectus
unless specifically stated otherwise. You may request a copy of these documents at no cost by calling or writing to us at the following
address:
WEC
Energy Group, Inc.
231 West
Michigan Street
P.
O. Box 1331
Milwaukee,
Wisconsin 53201
Attn:
Corporate Secretary
Telephone:
(414) 221-2345
You
should rely only on the information provided in or incorporated by reference (and not later changed) in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you with additional or different information. We are not making an offer of
any securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those documents.
$1,500,000,000
Common Stock
PROSPECTUS SUPPLEMENT
August 6, 2024
| Barclays |
BofA Securities |
J.P. Morgan |
KeyBanc Capital Markets |
| |
|
|
|
|
| Mizuho |
MUFG |
RBC Capital Markets |
Wells Fargo Securities |
S-3
424B5
EX-FILING FEES
333-281253
0000783325
WEC ENERGY GROUP, INC.
The prospectus is not a final prospectus for the related offering.
0000783325
2024-08-05
2024-08-05
0000783325
1
2024-08-05
2024-08-05
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
WEC ENERGY GROUP, INC.
|
|
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
|
Fees to be Paid
|
1
|
Equity
|
Common Stock, par value $0.01 per share
|
457(o)
|
|
|
$
1,500,000,000.00
|
0.0001476
|
$
221,400.00
|
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
1,500,000,000.00
|
|
$
221,400.00
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
221,400.00
|
|
|
|
|
|
1
|
Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended, or the "Securities Act," based on the proposed maximum aggregate offering price. Table 1 above shall be deemed to update the "Calculation of Filing Fee Table" in Registration Statement No. 333-281253.
|
|
|
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Grafico Azioni WEC Energy (NYSE:WEC)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni WEC Energy (NYSE:WEC)
Storico
Da Nov 2023 a Nov 2024
